Primary Wealth Management LLC

ITEM 5 – FEES AND COMPENSATION
          We are a fee-based advisor, not a commission-based advisor. This means we get paid a fee for
 our investment management services based on the market value of your assets under management
 at the end of each billing period. Investment Management clients are charged monthly in arrears.
 Clients invested with Envestnet are charged quarterly in advance. Our minimum account size and
 fees are negotiable in certain circumstances. Fees can be paid by having them deducted directly from
 your account. We provide you with a fee statement which details the billing. Our annual fee schedule
 is as follows:
        Total Assets Under Management                 Annual Fee*
        Up to $500,000                                1.50%
        $500,000 to $1,000,000                        1.44%
        $1,000,000- $2,000,000                        1.32%
        $2,000,000- $3,500,0000                       1.20%
        $3,500,000-$5,000,000                         1.08%
        $5,000,000+                                   0.80%
*We, in our sole discretion, may negotiate to reduce any fee based on various reasons (i.e. house
holding of accounts, length of time a client has been a client of ours, or reduced or no fees for rates for
family and friends). AUM excludes any non-managed assets held in a managed account. A non-managed
asset includes any asset that the client has directed us to hold and not trade.

Asset Management Fee Calculation Example
A client with $1,100,000 in Assets Under Management would annually be billed as follows:

The first $500,000 is billed at a 1.5% annual rate (Tier 1), the next $500,000 is billed at a 1.44% annual
rate (Tier 2) and the next $100,000 is billed at a rate of 1.32%. The chart below further illustrates the
manner in which the fee is calculated:

                               AUM            Annual      Annual      Quarterly   Monthly
                                              Fee %       Fee $       Fee $       Fee $
                     Tier 1    $ 500,000      1.50%       $ 7,500     $ 1,875     $ 625
                     Tier 2    $ 500,000      1.44%       $ 7,200     $ 1,800     $ 600
                     Tier 3    $ 100,000      1.32%       $ 1,320     $ 330       $ 110
                     Total     $1,100,000     1.46%       $16,020     $ 4,005     $ 1,335

        We use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer and member of the
Securities Investor Protection Corporation, as our custodian. Through our use of Schwab’s services, you

will incur certain trading costs in addition to our fees which are further explained below in Item 12.
Envestnet bills and collects the advisory fee directly from your account.

Business Retirement Plan Fees
          We charge as a percentage of assets within the retirement plan not to exceed 1.5%. The fee-
paying arrangements for retirement consulting service will be determined on a case-by-case basis and will
be detailed in the signed retirement plan agreement. The client is assessed a fee per the agreement the
client signs with the third party recordkeeper.

Additional Fee Information
         Clients may authorize us to directly debit management fees from client accounts and the client
will receive an invoice for those fees. Our fees are exclusive of brokerage commissions, transaction fees,
and other related costs and expenses which shall be incurred directly by the client. Clients may incur
certain charges imposed by custodians, brokers, and other third parties such as fees charged by third
party managers, fund managers, custodial fees, deferred sales charges, odd‐lot differentials, transfer
taxes, wire transfer and electronic funds fees, and other fees and taxes on brokerage account and
securities transactions. Mutual funds and exchange-traded funds also charge internal management fees,
which are disclosed in a fund’s prospectus.

        Our fee for selection and monitoring third party money managers does not include the
independent investment adviser's fee or Envestnet’s trading fees for that entity's advisory/management
services. The independent investment adviser's management fee is disclosed in the independent
investment adviser's Firm Brochure or other disclosure document. Envestnet bills and collects the
advisory fee directly from your account, including all three programs offered; Unified Managed Account,
Advisor as Portfolio Manager and Mutual Fund & Exchange Traded Portfolios. Envestnet’s fee is
disclosed on the proposal provided to the client and is based on the type of account chosen and the
money manager(s) and usually ranges from 0.00% to 0.85%. The fee is billed quarterly, in advance, and
includes any contributions and withdrawals in the client's account that the client made in the previous
quarter. Envestnet’s fee is disclosed on the quarterly statement provided to the client, and initially
detailed on the SIS form that the client receives at the time of signing up for the respective Envestnet
program.

Termination of the Agreement
         Although an Agreement between us and our clients is an ongoing agreement and constant
adjustments are required, the length of service to the client is at the client’s discretion. The client or we
may terminate an Agreement by written notice to the other party or as agreed upon otherwise between
the client and us. If an agreement is terminated during a period in which the client has already paid us
fees in advance, then we will reimburse, on a pro-rated basis, the remaining advisory fees collected for
any service not rendered; these fees will be sent to the client’s address of record, unless otherwise
directed by the client, within (30) days of termination of the agreement.

Solicitor Agreement
         We do not presently solicit for CLS Investment, LLC (“CLS”); however, we have done so in the
past and we still receive compensation from CLS for one account that was referred to CLS because their
...

ITEM 7 – TYPES OF CLIENTS
         We provide investment advice to individuals, retirement plans, trusts, estates, charitable
 organizations, corporations and other business entities.